Warrior of the Omnitrix X:Omniverse
by Kyuubi16
Summary: The threat of Diagon has been deterred and many things have changed. Gwen and Eunice are leaving for college. Alex and Thomas are having a baby. Lives are changing all around. Naren comfortable with continuing his assumed life as Ben Tennyson soon find new threats are on the horizon. With his new partner he's in for another year of interesting adventures. 4th in the X series.Harem
1. More Things Change!

Warrior of the Omnitrix X: Omniverse

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BenxHarem

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Author's Note

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When he looks like regular Ben Tennyson he's Ben. When he's like his true form he's Naren. You'll want to have read the original Warrior of the Omnitrix for the backstory.

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Story Start

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Some time has passed since Ben Tennyson had gotten a hold of the level twenty alien device known as the Omnitrix. It was during this time he learned he housed the soul of a transmigrant, Uzumaki Naruto and the two fused in one being in order to save both their fraying souls.

Hence Naren was born.

Keeping with the name Ben out of convenience the fused being found himself soon dealing with alien threats alongside his grandfather and cousin.

In the woods he was contending with a black and red Galvanic Mechamorph. Malware like his name implied was a malicious entity that held far more power than others of its species.

The battle between them was a stale male, Malware's form making it impossible for Ben to do any physical damage and his speed making it to where he couldn't be hit by it.

 **"Come now, do not tell me the only thing you can do is run. And here I thought you were great Ben Tennyson, Bearer of the Omnitrix, Savior of the Univ-!"** He wasn't able to finish as the ground below him erupted into spikes that shredded his body.

Landing on a tree branch Ben gazed at him from below. "If you think being a deviant among the Mechamorphs is enough to trip me up you're wrong."

The Mecamorph pulled itself back together and struck at the tree, causing the branch it severed to fall off.

Ben simply fell back with a smirk on his face as the Omnitrix beeped green. Activating it he transformed into an alien called Feedback.

Feedback was a tall and slender creature with a black and white color scheme. His features also included two antennae and a tail that feature plugs on their tips, four fingers on each hand with similar plugs on the tip of each finger and only two front toes and the Omnitrix symbol is on his chest.

Malware goes to punch him, but Feedback leaps and back flips away behind Malware as the Mechamorphs turns around. Malware goes to punch him again, but Feedback grabs his fist with his own fist, kicks him away and puts his finger plugs on Malware along with the plugs on his antennas on him, siphoning the energy from him. Then when he lets go, he blasts Malware with all that energy blasting him far away. For the time being the threat had been dealt with.

* * *

"At this point they're not even a challenge." Ben said as they had finished up tying the immobilized body of Zombozo. It had taken them all but five minutes. Things had quieted down considerably since the Diagon incident. Many of his old villains had found themselves sorely outclassed. In fact it had gotten to the point where Gwen or even Eunice could handle most of them on their own at this point.

Heading into the age of adulthood Ben and Gwen found themselves with less free time then they once had. Per usual with passages of time many things had changed.

Ben was currently wearing an orange t-shirt with a light blue dress shirt, black dress pants which had been magically enchanted by Hope to be both durable and unrestrictive with black dress shoes.

Even the device he bore, no longer the Ultimatrix, but the final and perfect version of the Omnitrix that Azmuth had given him after Diagon's death. This Omnitrix resembles a wrist watch; its face plate is square and has a white and green color scheme. The face plate is black with two green stripes forming an outline for the hourglass which is the intergalactic symbol for peace. When the face plate is slid back, the core of the Omnitrix is revealed.

Gwen's style was more in line with her usual outfit, a white shirt underneath a dark blue sweater, black stockings under a black mini skirt, and long white socks that go up to her knees with black Mary Janes as her red hair down to her waist but is right now in a ponytail.

Eunice was wearing a white corbette split-neck silk blouse and a black cardigan skirt from a catalog he couldn't remember and low black heel flats that were actually a pair of camouflaged boots that reacted to the user's whim that had several features with shape shifting being one of them. Formerly known as the Unitrix Azmuth had long since developed a part that perfected a device that improved Eunice's ability to where she could hold on to and use a multitude of abilities.

"I can't believe this is the last time all three of us are going to be together like this." Ben spoke aloud with a sigh as he sat on a bench. "Its crazy enough that Thomas and Alex are going to have a kid, but now my two favorite gals are leaving me too." He dramatically cried out with a sappy face.

"Oh Nar." Eunice moaned sadly. Eunice always did prefer to refer to him as Narem. She felt it was the more livelier then the names and considering what and who Eunice was, it made sense that identity and uniqueness appealed to her.

"He's just trying to get sympathy nookie. Don't let him fool you." Gwen said with a smirk as Ben stuck his tongue out at her.

"Spoilsport. But still Ivy League, as expected of you Gwen and Eunice, I'm happy for the both of you not to mention proud."

"Thanks Nar." The blond said happily.

"You changing your mind all of a sudden?" Gwen asked.

"No," he shook his head. "I would have tried and convince you to go to one of the local schools if that was the case. Anyway it's not like we can't visit each other at the drop of a hat."

"You could always come with. It wouldn't be that hard for you Mr. Hero of the Universe." She playfully teased him. The amount of offers to universities small and large that he had received during graduation had been mind boggling.

"Nah, someone needs to make sure the Earth stays in one piece." He said as he was suddenly embraced by Gwen.

"Take care okay?" Gwen pulled back after the affectionate statement and pressed her lips against Ben. They held themselves their as they savored the last kiss the two of them were going to share for a while. Finally after what felt like minutes they broke apart as a thin trail of saliva popped once making contact with air. "Love you Ben."

"See you soon." Eunice threw her arms around him and brought him down for a just as passionate if not loving kiss. Ben wrapped an arm around her waist and hoisted her up slightly causing Eunice to moan into the kiss. A minute later the kiss had ended. "Love you."

One last time they shared an embrace. Gwen snuggling him as his left arm wrapped around her waist while Eunice was on his right. Her head nestled against his neck as he held her as well. The moment unfortunately had to end and the two girls got into the car.

"Love you girls too…" He waved them off as they got into Gwen's car and took off.

After making sure Zombozo was dropped off, Ben got into his DX Mark 10 and drove off. He eventually made his way to a small store, but not just any store. It's a small plumber store, called Max's Plumbing. Ben parked his car and went inside as he calls out for his Grandpa, "Grandpa Max?"

He decides to go into the restroom behind the cash registers as he opens the doors and turns the light on, closes the door and faces the old fashioned toilet and pulls down the rope from the toilet. With that he changed his identity as Ben Tennyson. Thus, Ben goes in through the floor from a circular tube as Ben is taken down into the hidden underground level underneath the building. In other words, he is taken down into the Plumber Base. Aliens and humans alike are hard at work in this alien advanced high-tech base, as finally, Ben makes it the bottom and walks out as aliens are all working on computers and other things. Ben starts walking to the kitchen, knowing that's where Grandpa Max is. A staircase pops out from a ceiling as Ben slides down the railings then spins himself around landing off the railings as he gets to his Grandpa.

Grandpa Max is holding a big covered pot as he tells Ben, "Hey, just in time, Ben." Grandpa Max is an aging 66 year old man who is wearing a black shirt, covered by a red button up Hawaiian shirt with a floral design, grey hair, white pants and grey and black shoes.

"Whatcha making?" Ben asked him.

"Zandurian goulash." As the old man opened the pot, suddenly a creature growls within as its tentacles pop out grabbing Ben whose left eye twitched in annoyance. Grandpa Max brings out his gun and shoots the creature with an energy gun making it drop Ben as the old man tells Ben, "It's fresh."

"No thanks, I swore off squid after what happened the last time. Think I'll go back out on patrol."

Ben starts to walk away as Grandpa Max tells him, making Ben stop, "Ben, before you go I have something here that ought to cheer you up." Ben smiles and tells Max, "Hey, I am cheerful. I'm psyched to go find some superhero action to get into." Grandpa Max smiles at his enthusiasm

Grandpa Max finds the papers as he walks over to Ben and tells him, "I just got the data in on your new…" Suddenly, there's an explosion above the surface as alarms are blaring and the whole base shakes. Everyone gathers to the computers including Ben and Grandpa Max. The computer shows everyone a place that exploded as Ben tells Grandpa Max before he leaves, "I got this."

But Grandpa Max tries to tell Ben, "I'll send for alpha team." But as Ben gets in the elevator, he tells him, "I'll try and save them a few stragglers then!" The doors close taking Ben back to surface level to find the area he needs to go to. Once he got there and got out, he looked over the mass destruction saying to himself, "Great, so they're using something with building busting capability." A whole entire building was destroyed, parts of the parking lot gone, and a massive crater.

Letting the form drop Ben hops into the crater sliding on the pipe and leaps to the bottom and falls flat on his face. He gets up and looks around asking himself, _"What could have done this?"_ He walks around, focused on trying to ascertain the identity of the attacker.

In a part of the building hidden from Ben's view stood a humanoid alien that has a black suit covering his upper body with a red stripe in the middle and grey pants, grey gloves, grey belt, black boots with grey soles, There are bones over his clothes making it armor as there's a rib-cage on his chest, a tail bone on his right shoulder, a skull of a horned animal on his left shoulder, ribs covering the back of his black suit and boots, and claws on his shoes. And this alien's face is turquoise with a large lower jaw, dark red sunken eyes, and gills under his cheeks. And beside him is a strange dinosaur and dog-like alien. It's dark blue, spike-like hair running down from its collar to the tip of its tail, sharp red eyes, black lines on its neck and legs and a red spiked collar.

The dog alien growls menacingly as the humanoid alien keeps a firm hold on the alien while glaring at Ben. The being grabs a hexagon machine on his chest that's red but with violet like teeth markings making it look like a weird looking Omnitrix, and places on his dog alien creature. He places the machine on the collar of the creature as it beeps and charges, making the dog growl as the man lets it go. Suddenly, the man whistles through his gills as suddenly the dog alien creature turns into some weird crab-rhino beetle-like alien! The creature crashes through the remains of the building as Ben looks up in shock. He jumps out of the way as the alien landed. They turn to face each other as the alien roars.

"A creature of your size definitely could have done the damage."

Ben then activates the Omnitrix, showing a green holographic screen showing alien faces, as he scrolls down it through the face plate searching for the perfect alien to fight. He selects the alien as the core pops out. He then deftly jab the core with a single finger as he turned into Spidermonkey. This alien is a blue monkey alien but with four arms, three pairs of green eyes, two legs, three fingers on each hand, three toes on each foot, blue fur over a dark blue center, his hair flipped up – with the fur on his head is spiky with gray stripes – and a tail with two sashes of orange color going across his chest with the Omnitrix symbol located on the upper right sash.

Using webbing he snags on to part of the destroyed building , using his forms strength to cause the building to come down. He then leaps out of the way onto the wall as the creature was buried on the debris.

That tactic proved ineffective as the creature recovered and began its charge. Continuing to use the agility the creature granted him he was able to maneuver out of his way as it simple charged into walls. Leaping over it Spidermonkey fired webbing into its eye, blinding it and causing it to go into a blind rage.

Ending the transformation Ben prepped himself to hit the creature with a Rasengan. The creature almost got to him, but the humanoid alien from before calls it back with his gill whistles as the big alien creature stops as Ben readied the attack. The big creature growls, softly, leaving Ben alone as it crawls back to its owner into the part of the darkened building, turning back to its original form.

Looking around where the large entity might have disappeared Ben had no luck in seeing it. It didn't help that its scent up and disappeared and there were other weird scents contaminating the building. Eventually he decided to give up for now and try and see if he could investigate the destroyed building for clues.

Back with the humanoid alien and his dog alien, the dog growls as the humanoid alien says to himself, "The stories are true. He is indeed worthy prey."

Ben had just turned back to normal from being Ben and began making his return. As he turned back to normal, the lid of a very weird looking oblong toilet beside him opens up suddenly, revealing a little green alien with warts on his face; his eyes were on the sides of his face and wears a small black suit with silver armor. The alien pops up suddenly asking Ben, who got scared by his sudden appearance as he gasped, "Is it gone?" Ben after calming down asks the small alien, "Who are you?" The little alien known as Pakmar answers, "Pakmar. This is my place. Was my place. Pakmar's place!" Ben smiles telling the small alien, "Well, you're safe now." Unenthusiastically, Pakmar tells Ben, "My hero." The little alien grabs a broom and dustpan nearby and starts trying to clean despite his shop being gone.

Ben starts to feel bad for the little guy as he asks him, "Can I help?" Pakmar shakes his head telling him, "No. Just go away. I don't want any more trouble." But Ben looks around at the mess and tells Pakmar, "Yeah, I think it's a little too late for that." Pakmar had already gathered some trash as he tells Ben, "All I wanted was to run my Toilet Emporium in peace! Now it's in pieces."

"I'm curious, was that a dissatisfied customer?"

Pakmar then tells him, "Hardly. Some off-world lowlifes are shaking down us law-abiding businessmen. We pay them taydenite, they 'protect' us. Only thing is we don't pay, they're the ones we need the protecting from!"

Well if that was the case he had an idea of where they would strike next. So he gets out of the crater and contacts his Max through his cellphone letting him know what happened as he then tells him, "If this is happening, I think I know where these guys will strike next. They might be heading to Mr. Baumann's shop. I'm heading there now!"

Max then tries to tell him on the other line, "Hold on, Ben! I'm sending you your new…" But Ben had already hung up as Grandpa Max says a bit annoyed, "…partner."

* * *

Arriving inside Mr. Baumann's store he sees the said owner stacking Tiffin soda cans into a pyramid. As soon as he got to Mr. Baumann, Ben asks the store owner, "Mr. Baumann I need some information and you're the only one who might know."

The store owner tells him, "Well when it comes to information I know lots of things." And just as Mr. Baumann stacks the last can at the very top.

"Anything about an alien protection racket in Bellwood?"

Silence followed before a sigh escaped his lips. "Its not a complicated arrangement. I pay them, they leave. Which is what I want you to do right now."

But Ben tries to persuade him saying, "But Mr. Bauman, I can stop them!"

"Those cretins always end up wrecking the place. I know you mean well Ben, but you can't help the destruction others cause."

"Okay, well how about I just stay to gain their identities? I won't start a fight."

Mr. Bauman relented. "Just make sure nothing gets destroyed."

"Right," With that he chose the form of Diamondhead. Durable and mobile without the damage potential his other forms could cause using projectiles or movement.

The humanoid alien was that of a massive diamond greenish-tint with glowing yellow eyes. His outfit was the same as his human form except reconstituted for this new form.

With that he took a seat so he could quietly wait for the protection racquet to show up.

For a brief moment his attention was brought to a cloaked individual drinking soda. Now all his instincts were telling him individuals with cloaks always had something going on. It was like the law of reality in situations like this. But he seemed to just be sitting there, drinking soda.

Finally that's when the three aliens showed up.

A voice rings out gravelly saying, "Pay up, Baumann." Then there is a squawk as another alien says, "You heard about Pakmar? Hmm?"

There are three in total, as the first one is a pink caterpillar-like alien wearing a life-support power armor called Bubble Helmet. His armor is mainly silver except the torso which is black with purple accents, purple gloves, three sharp claws on each of his hands and a prominent blue round helmet.

The second one that talked is called Liam, chicken humanoid alien as he is very chicken-like, having feathers and a beak. He also has two bandoleers connecting together on his chest. His upper half is beige, the lower half is brown, has orange feet-like hands and sticking out of his head on the top as well as his bottom are red feathers. And the final bad guy, aka bad girl is called Fistina who appears to be a robotic alien as she is a pink alien with yellow eyes inside a red and black power armor and does not have a torso.

"I heard he has great deals on toilets." Mr. Baumann then tries to get on the bad alien's good sides telling them, "I heard it was an accident."

So Bubble Helmet tells him, "Accidents happen all the time. Maybe to you." Bubble Helmet moves out of the way revealing a red bad-looking device held by Liam and Fistina.

Mr. Baumann nervously speaks to them, "Take it easy, now. I don't want any trouble."

Mr. Baumann reaches to his shelf underneath the counter, but as he does, Liam clucks noticing bird seed nearby. And as he coos and turns his head, he tries to resist the siren call of bird seed. But he can't help it due to his bird-like nature and starts eating it away. Mr. Baumann finds his small box which contains taydenite, which is the rarest gem in the Milky Way Galaxy. He opens it and takes out one as he holds it out toward the alien criminals. But instead, Bubble Helmet uses his robotic arms to reach in and grab the entire box instead! Bubble Helmet then tells Mr. Baumann, "Pleasure doing business with you."

Getting up from his stool Diamondhead simply followed them as they exited the shop. **"Now we can do this either two ways. You surrender or you fight me and lose. I'm fine with either one."**

Bubble Helmet then tells with a threatening grumble, "This doesn't concern you, Petrosapien."

 **"I think it does."**

Bubble Helmet closes the box and puts it in his suit as he tells the alien hero, "Looks like someone needs to be taught a lesson." Bubble Helmet grabs iron bars from his suit and morphs them out of his shell making them look like bo staffs.

With that, Bubble Helmet spins his staffs causing lasers to come out as it started to hit stalls and stores, causing residents to flee in panic.

Easily deflecting the blasts with his body Diamondhead charged forward and with a solid haymaker sent Bubble Helmet flying down the street.

As everyone runs away, Fistina and Liam place the device down to the ground, narrowly avoided a salvo of diamond projectiles launched at them.

Liam squawks like a chicken as he makes his bandoleers pop out and grind together, ready for a fight. His attacks were proven ineffective against the diamond body that was the Petrosapien.

The momentary distraction gave Fistina the time see needed to attack as she fires one of her fists at the hero but it is deflected when he used his other arm to make a shield.

Grabbing Liam by the legs he tossed the chicken alien while picking up a nondescript piece of gravel to hurl, nailing Liam and causing her to crash into Fistina.

During that time Bubble Helmet had already set up the device as he tells his comrades, "Eh, okay, boys. Time we make our escape. The place is still in the blast radius!" He gets away as the machine beeps and charges at the very center is a green circle. The machine starts up as a red force field surrounds it as the sections of the circle start turning red.

Having a choice between catching the villains and disarming the device was rather easy. Quickly he turned into Upgrade and he began trying to figure out how to disable this device.

Feeling something breeze right past him Upgrade was shocked it was the cloaked individual. _'I fucking knew it.'_

The mysterious fighter grabbed some device from his shoulder and turns it into a custom bow as he then fires an energy arrow at Bubble Helmet, thus hitting its mark at his back, knocking him down as it electrocutes him a bit.

He then proceeded to charge Fistina leaping onto her back, and pushing her down with his feet as he backflip in the air, thus knocking Fistina down. The mysterious person quickly landed a blow to the back of Liam's head rendering him unconscious and landing on the ground with ease.

 **"Alright, colored me impressed. Who are you?"**

"Rook Blonko, Magister Tennyson sent me." He introduced himself.

Suddenly, behind Rook, Liam rose up and goes to attack them, but Rook heard him coming as she simply aimed his tool and blasted him, sending Liam to the ground unconscious and sizzling.

"I'm your new partner." With that the cloak was taken off. This Rook was a tall alien, with periwinkle-blue colored fur, black markings on his face, and pointed ears wearing a blue-and-black Proto-Tech Armor.

Ben couldn't help but be a bit shocked. **"Isn't it kind of late to be sending me someone green?** " Finally with the device disarmed he assumed the persona of Ben. "No offense, I didn't mean to sound like well…a douche. You can certainly fight effectively, but I expect a certain level of trust with my partners and that's difficult when I hardly know who you are."

"Yes, I know. It is an honor to be working with you, sir." He said in a mix of awe and respect.

"Well then, nice to meet you Rook Blonko, I take it I don't need to introduce myself. Did you learn of me from Max?"

"I've learned of you from the required study at the Plumbers Academy."

Ben perked up at this revelation. "I heard about a lesson of sorts? Was it extensive?"

"A course. The period of it is a third of the regular length of our courses and because you yourself and the alien force are well known and versed among many areas part of your history blends into other courses."

Ben nodded in understanding. Gwen and Hope would of course be covered in magic. Eunice and Cooper for technology. Not to mention many of his alien forms were most likely discussed s possibly entities they might face in battle.

"I didn't think the organization would ever go as far as to sign me a partner." The three aliens began to recover. "So I'm curious, what's that device you're using? I don't think I've ever seen one."

"This this is called a Proto-Tool the most versatile tech in the known universe. I have made some special modifications myself. It is…!" Ben then interrupted him. "Hold on a second." Just about the three alien thugs were about to recover Ben hit each of them with a swift launching attack that sent them flying in the air, before finally colliding with the ground with thud. "Got to remember to be thorough and make sure your attacks knock the villains out cold."

"I will keep that in mind, sir."

Ben shook his head. "None of that sir nonsense. Just call me Ben." For now until he could trust this guy more he wouldn't divulge his real name.

Rook looks a little stunned as he tells Ben, "Yes, si-eh I mean Ben."

"I guess we'll find a place in Undertown to interrogate these three. I've gone over their files and I know none of them are the types to set up the protection racket."

Not too far away was the same alien with the skull outfit and his dog alien from before, he humanoid alien tells his dog, "Show no mercy." The dog charges, snarling, as it heads toward its prey.

* * *

What should have been a standard information gather mission had gone array when Ben was suddenly attacked by some sort of creature. It was a lizard creature of some kind with a white, black and red color scheme. Its head black, four red eyes with two on both sides of its head sharp teeth and the gums protruding from the lower jaw. It also had a row of red spikes running down her back, which also has a black stripe. The creature had four legs and black feet, each ending in three red claws, and a tail with a red-marked tip. The creature was also wearing a red spiked collar.

Leaping out of the way of its charge Ben snatched up two poles that made up part of the debris from the creature's rampage.

Ben charged forward and slashed against the creatures hide to know effect. Rook also attacked, shooting energy arrows at the creature's hide to know effect as well.

The creature attempted to charge again only for Ben to bring both of the poles together like an X and slowly brought the creature to halt using his strength. Maneuvering under its jaw he gripped it and sent the creature flying into one of the walls. The impact caused a crack in the wall as it landed on some of the stalls crushing the merchandise under its weight.

Ben brought both of the poles to his side and assumed a fighting stance. Ben winched as the sound of whistling penetrated his ears. He clutched his head in pain as he tried to find out where the hell that noise was coming from. Suddenly as soon as it came the creature began taking off.

Since the creature was gone there was nothing left to do, but get back to their investigation. Finally they had arrived to the location of the facility that Ben was able to extract from the mind of the lackeys he caught.

Immediately the bomb making creatures stopped their assembly and trained their plasma guns on the duo. "Well, if it isn't Ben Tennyson." Spoke a reptilian like voice Ben recognized all too well.

"It has been a while hasn't it Psyphon." Ben replied his expression becoming sharp.

 **"Well, it seems that you traded your team for a green horn** ," Psyphon responded, looking at Ben. **"It appears those fools got caught and led you right to me. When I next see them I don't know whether to thank them or kill them." Psyphon wasted no more time as he ordered his lackeys to attack them.**

Ben leaped to the air as Rook cartwheeled out of the way from the laser fire. Their dependence on weapons made the lackeys slow and weak. By the dozens they were quickly dispatched.

Pysphon proceeded to pull out a detonator that would completely level this facility. At the very least he could see to it that his most hated enemy would be destroyed once and for all. Before he could detonate it a creature he recognized as a Buglizard crashed through the wall. The creature's action caused him to drop the detonator over the side of the railing. With that Psyphon decided to make a hasty retreat.

"Rook! Go after Psyphon don't let him get away!" Ben ordered as he was once more attacked by the Buglizard.

* * *

Rook per Ben's order gave chase after Psyphon who was traveling down a narrow tunnel. Along the way he ruptured several pipes causing them to spew out water and fall down as Rook leaped over one of the pipes and ran through the water. Rook then orders Psyphon with a yell, "Psyphon! This is your last warning!" Psyphon grins as he flies out of the tunnel and fires energy blasts at the tunnel causing water to fall, "Pest." But out of the smoke, Rook leaped into the air and land on the ground. Psyphon looks at him shocked but grins as his eyes glowed red, "That armor of yours. I shall have it!"

* * *

Back with Ben he began cycling through aliens until he landed on Raibeast (Shocksquatch) and found its power over electricity was doing some damage to the creature.

During the course of the fight the integral structure of the area began to weaken until the two of them fell through the floor into the subway tunnel underneath.

* * *

Back with Rook his fight with Psyphon led him to ab abandoned part of Undertown. Rook deftly dodged Psyphon's eyes blasts until he was able to maneuver until the platform following by leaping to a part of the wooden structure, launch himself to a beam and start climbing, then leaped to another platform while trying to dodge the eye blasts.

But then the eye blasts cut off his running path as Psyphon stops for a moment trying to find him as Rook yells to Psyphon, "The body armor's not for sale, Psyphon." Psyphon then fires another blast where Rook was at.

An evil chortle escaped his lips. "Why would I have a need to buy it when I can pry it from your lifeless body? How green are you?" Suddenly, the whole wooden structure is starting to come down thanks to Psyphon's eye blasts.

Rook activates the grappler part of his Proto-Tool and gets out of the destruction as Psyphon falls to the ground thanks to the wooden structure going down.

Once the smoke clears away, Rook stood above Psyphon, telling the villain with a smirk, "Not so green that I let a tunnel collapse on me."

* * *

Raibeast led the creature on a chasing, climbing up the infrastructure and getting to higher elevation. He finally reached his destination, breaking open a pipe which let loose a high power stream of water at the alien to which he quickly followed up with using electricity to electrocute the beast.

Overwhelmed with pain the creature tipped off the side before landing from a height of several hundred feet into the ground causing a crater.

Landing down gracefully Ben tapped on the Omnitrix, thus turning him back to normal. At that moment Rook returned with a tied up Psyphon. "Ben, I have managed to subdue the criminal."

"Good work rookie, now as for you." He turned his attention back to the Buglizard whom suddenly releases yellow gases. Blinded by its stench it took Ben a few seconds to recover and tried as he might that gas covered its tracks.

"Damnit. That creature escaped again." As annoyed as he was, having caught Psyphon more than made up for it.

In a part of the forest outside of Bellwood, there is an alien ship belonging to the humanoid alien with the shape-shifting dog. Inside are pelts, skeletons, shells and skulls of various aliens including a Loboan pelt that has brown fur. Buglizard comes back to its master by his side as the creature turns back to its alien dog form as the humanoid alien sharpens his blade as he tells his dog, "You did well, old friend. But this Ben Tennyson is more powerful than I imagined…and resourceful. He may be our greatest trophy yet." That much the huntsman promised to himself.

Sometime later, the Plumbers were called from Rook 's Plumber badge. With that the posse of Psyphon and his lackeys as Fistina, Bubble Helmet and Liam were taken into the prison jail cars. Psyphon exclaims to the Plumbers as he's handcuffed, "I am telling you! I don't know what that creature was!"

A fish alien Plumber known as Magister Patelliday tells Psyphon a bit bored, "Yeah, tell it to the Arbiter. Transport's topside." Psyphon is taken away as Grandpa Max asks Ben with a smile, "So, how'd you like your new partner?"

Ben grins while telling Max. "Rough, its going to take some time for me to break him in and get him used to earth culture. Otherwise he's a very capable fighter and seems intelligent. I think I can get used to him being my partner." While he was going to miss the others something was telling him that this Rook had potential and he wasn't going to be disappointed.

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Chapter

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You know what's going to be the best part of this adaption? Removing of unlikable characters/traits/dumb jokes.


	2. Blast From The Past!

Warrior of the Omnitrix X: Omniverse

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BenxHarem

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Story Start

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It is nighttime in the city of Bellwood and all is peaceful, that is until a stray bolt of lightning appears as it hits the grand opening sign of one of the soon to be most popular smoothie restaurants in the world, called Mr. Smoothie. The stray bolt of lightning travels through the metal pole holding the sign in place as it dives into the ground. Suddenly, inside the smoothie restaurant, a cash register short-circuits as out of nowhere, a little yellow and black battery-like alien appears with a lightning bolt on their chest and arms and legs, pop out of the cash register causing money to fly out. The little alien cackles out maniacally as it starts destroying things with electrical blasts. Out of nowhere, Ben bursts through the door.

Ben made a leap at the little area, but the little battery like entity dodged the first lunge. It then raises its hands and fires his electrical energy to the smoothie nozzles as they come undone and shootout smoothie at the hero.

"Uugh, I'm going to need to remember to make a clothes little megawatt laughs evilly at the fun he's having as it then zips into the building through the lights, destroying them in the process.

Ben grabs a Mr. Smoothie cup from the counter and runs out as the little Megawatt zips through different lights until it's outside. But it did not see Ben coming at him with a smoothie cup thus trapping him inside it as Ben tells him, "Fun's over! Even just one of you is annoying." Unfortunately for him that's when the cup rattles as it starts to vibrate through Ben as he has a very bad feeling as the little alien explodes the cup and freed himself as Ben takes a step back from the force. The Megawatt then flies into the air and sucks the city dry of electricity as suddenly, it starts to multiply! Ben starts to worry as he says to himself, "One, two, three, four. Hundreds!" Ben sighed and clasped his chin. "There goes my night."

The Megawatts are spinning around in one big circle as the electricity around them crackles. "Alright then, time to drain you little suckers of your power."

He activates the Omnitrix as he slams it down, turning into Feedback! He raises his arms as he sucks out the electrical energy from out of every single Megawatt. It works as all of the Megawatts fall gently to the ground as they all go fast asleep. _'Huh now where am I going to find enough rubber to contain these years?_

* * *

It has been about three days since Gwen and Eunice left, and Ben getting a new partner. He had been training him by getting him used to patrols, but even the best training sessions could not give the experience that actual combat did.

He arrived at the Plumber base where Max and Rook were waiting for him. "So what vehicle are we taking?" Ben asked, curious?

Rook tells Ben showing him to a section of cars, "We will take mine." Ben turns around to see the vehicle, a black, white, red and green tank/SUV/monster truck like car with a weapon at the top. The vehicle started up and drove away, revealing the truth of Rook's ride. The ride looks like a small tan semi truck with 'Max's Plumbing' written on it along with a comical symbol of Grandpa Max with a wrench while the front part of the truck is yellow. "Wait, is it in camouflaged mode or it is really just a truck?"

Rook answered by activating the vehicle as it took on the form of a Space ship. "Color me impressed. Well what are we waiting for, let's go?"

Rook nodded in glee as they got in and buckled up.

The ship known as the Proto-TRUK, starts up as he ship zooms into the tunnel that leads up to the surface. As it did so, it turns back into its normal form of a small semi-truck. A wall from a metal tunnel comes down along with strange container like objects go down as well as the Proto-TRUK drives onto the road as the tires screech.

As they were driving Ben took out his phone and began checking the messages. No response. A sigh escaped his lips.

"I am not familiar with human emotional cues, are you displeased with me?"

"No, its not that." Ben shook his head. "A long time personal friend of mine who I've been courting, her name is Julie Yamato hasn't responded to my last call. She's been pursuing a tennis scholarship so she's been out of town for a while. I suppose you could say that maybe I regret not following one of the others example and not staying local. Then again saving the world, the universe is not a matter to be treated lightly which is my main reason for staying here. "

Rook then tells Ben, "You see? That is why I look forward to this. To see if you lived up to the legends."

"Oh? And what do these legends say?"

Rook nods and asks Ben, "They cannot all be true, though. For instance, Alien X – that is just a rumor that a fan made up, and put on the extranet, right?"

Nauto chuckles, "Oh no he's real."

Rook asks Ben excitedly, "He is? Show me! Change into Alien X right now!"

"Trust me, I shouldn't. It's a whole thing. I have to convince the other two personalities to do anything at all and a power like that shouldn't be used to show off."

Rook looks disappointed, "Just as I thought."

* * *

In the city, little crab-like aliens were munching on parts of a car as the Proto-TRUK's semi truck form passed by them before stopping as it backs up facing the little aliens. Ben raises his head out as he prepares to slam down the Omnitrix to turn into an alien… but the three little crab-like aliens spit out the parts they were eating and even tried to place a license plate back onto the car even though it fell off. The little aliens look up smiling innocently until Ben realizes they're not a threat and stays in the car.

Next the duo is running down an alley chasing a blue tentacle like alien that is carrying a purse in its mouth. As soon as the alien turned around a corner, they were back in the city part as they see the alien behind an old woman on a bench. The blue tentacled alien gives the purse back to the old woman, who finally realized her purse was gone.

She smiled and turned around to thank the person, but it was the alien who got the purse as he 'tips his hat off to her', like a gentleman. But the old woman is scared as she screams in terror as she tries to get away as once again.

Next, they chase a big alien with a furry body and a tentacle head going after a little brain alien with tentacles and a glass dome. They cornered them in an alley as the duo get out of the Proto-TRUK. Once more it turns out the situation wasn't what they thought. The larger alien grabs the little alien and feeds it a bottle as the little alien drinks happily. A mother and child.

Sometime later, the Proto-TRUK is parked in an alley as the teens are taking a break.

"I guess after all this time things are finally settling down." Ben notices some teenage boy walking on the street as, "At this point I might as well be on beat cop duty and arrest jaywalkers." The teenage boy that's walking on the street has long black hair with an orange strip in it which covers the right half of his face, wears a black shirt with a strange skull-insignia, purple pants with bandages on his right leg, and a strange tech backpack which is connected to a cell phone.

"His phone should not be able to be powered here on Earth. Is that normal?" The boy turns around, thinking he is being watched as Ben shook his head saying "No, that's not normal. Let's go."

Ben shoots after him, slipping into the shadows.

"Well, you tell her that I'm part of something big!" Thinking he hears something, he turns around. The teenage boy narrows his eyes as he then talks into his phone, "I'll call you back. Corvo out."

Suddenly, the cell phone the teenage boy known as Corvo was using, turns into a laser gun as he fires it by the dumpster as Ben quickly covers his partner, protecting him from the blast. Corvo escapes as Ben runs to catch him.

Corvo runs into another alleyway getting inside an orange dune buggy as he drives out of there, nearly running them over the two plumbers.

Ben leaps from wall to wall, clearing the building and shooting down the roof top. Leaping down on the road below he began to give chase.

Corvo quickly grabs his laser gun and fires it at Ben who dodges it. Corvo looks to the road and gasps as he dodges a car that should have hit him. The car is the Proto-TRUK. Rook is driving it as he spins the car around as he turns it into its ship form as he starts it up as he follows Corvo. The Proto-TRUK and Ben follow him as they turn a corner.

Leaping onto the rooftop of the buggy Ben pulls himself forward and punches through the engine cover. He leaps off as it spins out of control.

Corvo abandons his ride after it crashed and tries to run away.

As he tried so, Rook hopped out of the Proto-TRUK as he stopped it. As he hopped out, he caught Corvo and pinned him to the ground. Rook handcuffs him as Ben walks over and Corvo yells at them getting angry, "What is your deal?! I wasn't doing anything!" Rook glares at Corvo telling him with a somewhat feral glare, "Except shooting at Plumbers."

Ben then tells Corvo as he looks at his cell phone/laser gun tech backpack, "And a superhero. Alien communicator, alien weapon. The kind of tech that's illegal for civilians. So save yourself some trouble and tell us who you're working for.

Corvo scoffs telling them, "You guys wouldn't last a minute against my boss!"

"I defeated a Chutlu empowered galactic conqueror. Pretty sure whoever you work for is small fry in comparison." That was when Ben picked up the faint sound of something. Their attention turns to the vehicle. "What's this?" Ben began making way to the car.

Corvo freaks out realizing what this means as he tries to tell them, "There's nothing in there, I swear!" Ben and Rook open the engine and they see a yellow container that's cracked. It cracks even more even as whirring sounds appear, until finally the container explodes as out of it comes a stream of lightning as it lands by Corvo.

Out of the steam as Crovo looks at it afraid, is…a Megawatt. The Megawatt then jumps up as Corvo tries to run away as the Megawatt blasts at the tech backpack freeing another Megawatt as both the small aliens grin.

"A megawatt? I haven't seen one in years." Ben stated.

As electricity crackles, the two Megawatts zip around in the power lines. The two Megawatts land on the ground, turning to Corvo, they glare at him with malignant intent, zapping him with electrical blasts as Corvo complains from the pain. Rook then asks Ben as he turns his Proto-Tool to a sword, "I have never faced a Nosedeenian. Any advice?" Immediately, one of the Megawatts attack Rook through the sword as he gets uncomfortably zapped as the Megawatt travels through his Proto-Tech armor and begins zapping him as Ben tells him, "Water and Rubber is your best friend against them. If you don't have those the best thing you can do is find a method to drain their charge. And if you don't have that just be quick and try to avoid being zapped."

Rook tries to attack them as he keeps getting zapped, as he tells Ben, "Duly noted."

The Megawatts then get on top of a power line as they leave. "Let's go." He said, transforming into XLR8.

The Megawatts zip around through the power lines of the city causing traffic problems as the Heroes try to follow them.

The creatures began leading them on a chase, taking time to stop and taunt them as they slowly made their way to the water-port.

Finally after the long chase through town the two Megawatts land on the docks themselves as XLR8 stops. He then notices the Megawatts go into a warehouse. He changed back from XLR8 into his Ben persona.

Not too long after Rook arrives. "Fortunately for us they could not escape your Kinceleran."

"That's just the thing. I think they wanted me to follow them."

Ben and Rook sneak into the warehouse undetected and hide by a crate when suddenly Rook gasps seeing a big machine that has small yellow cases all over it and inside the cases are Megawatts! The two little Megawatts try in vain to save the ones inside, as the ones inside look exhausted and scared!

The two freed Megawatts try to get the hero's attentions, letting them know what they need. "I see so that's what this is all about. The Megawatts need our help!"

Rook nods telling Ben, "Someone has set up a factory that uses them as a power source."

"Get down." Ben whispered as he noticed the shadow of someone approaching.

Up on the catwalk is a tan hoodlum with white Mohawk hair as he has black lines underneath his eyes with orange upper-body armor that has two empty jars on the top of the armor, silver shoes with black spikes, blue jeans with bandages, fingerless gloves, and a black ripped tank top with two red symbols. They guy, looks down noticing the two freed Megawatts as he calls out to someone, "Hey, two of the batteries got out!" He falls to the ground by leaping over the guardrail as the two Megawatts try to escape, but the hoodlum lets out an electrical blast, magnetic force field to trap them as they get absorbed in the jars, one per each.

"We got company. Only one." Ben picked up the sound of electricity crackling behind them. "You know what to do right."

"Indeed."

They acted.

They turned as Ben does a sweep kick after Rook landing a punch to the chest stunning the hoodlum. The hoodlum hits a crate as the hoodlum has tan skin, red Mohawk hair, black lines underneath his eyes, spiked collar, blue-black jeans, a belt, a ripped tank top with two silver stars on the front, and orange upper-body armor that has two full jars of Megawatts on the top of the armor.

Suddenly, Rook and Ben are blasted with electricity as both of them are contained within a magnetic force fielding a yellow ball as the white haired-hoodlum from before captured them thanks to the two Megawatts he captured. The doors to the warehouse open revealing Corvo and the boss of this operation…Fistrick. Fistrick has an orange Mohawk with black and white paint around his face, making it look like a skull. He's muscular, wears a black sleeveless shirt also with a skull on it. He has purple tattoos all over his body and wears arm braces, leg braces, wrist bands, knee pads, orange pants, and silver shoes with black spikes on them. Fistrick walks over to a punching bag and throws away his towel as he starts punching the bag as he tells the heroes, "You better be worth interrupting my workout for."

The hoodlum with red Mohawk hair tells his boss, "Looks like spies, Fistrick.

Fistrick then asks, "We got spies in my house of business?" Fistrick keeps punching the bag.

Time for the classic keep the villain distracted by getting them to monologue.

There's no sign out front. Seems like you don't want people to know your business."

Fistrick turns around telling Ben, "Well, this kind of alien tech doesn't just fall of a truck."

"Rather foolish. Pretty sure the ones you liberated from are pretty pissed and looking for your head."

Fistrick, punches the punching bag as it's flung away as the man chortle, as he turns around telling Ben with a smirk, "He don't care anymore…bro."

Great thick-headed and a cold hearted killer. What a wonderful conversation. At the very least even if he is technological smart, there was a good sense he didn't have good logical or common sense.

"You steal alien tech and then use alien hostages to charge it."

Fistrick then tells Ben as he walks toward the shield, "One alien makes it, another alien powers it. I mass-produce it and sell it to the highest bidder. It's just good business, bros."

Rook then holds his small device as the button glows green as Fistrick asks Rook starting to get scared, "What is that?" Rook smirks holding up the device as he says before pressing it, "An electron entanglement disruptor." Green electricity comes out as it takes down the force field, setting them free.

With a solid punch to the ground Ben causes a minor tremor knocking down the white hair hoodlum from before. "I'm going after the boss, you handle the flunkies." Ben ordered as he chased after Fistrick.

Quickly dispatching of Fistricks flunkies Rook heads over to the machine that had the Megawatts captured. The captured Megawatts cheer at the thought of being freed.

Fisttrick was not a normal human. Ben's pulled punches would have flatten most people, hell most earth based armor couldn't stand up to it and he was still standing. Looks like he was going to have to stop toying around if he was going to knock this thug out. "You made a big mistake interfering in my business bro."

"Funny, I can say the same to you. You've also made a mistake."

Fistrick raises an eyebrow in confusion, "Leaving your prisoners not only unattended."

Fistrick, turns around in shock, seeing Rook freed the imprisoned Megawatts.

"This isn't over! I still have a trick up my sleeve." He activated a device that parted the ground to which he hops into. Steam and light radiated as an orange alien tech exo-skeletal mecha-suit began to rise. Fistrick smirks telling the heroes, "Ever thought to wonder why we needed so many of these Nosedeenians."

Part of the armor closes up as he turns around seeing six jars on the back containing one Megawatt each as the armor starts up causing the Megawatts to squeal in pain. Fistrick from within says, "Let's take this baby for a test-drive." The suit takes a step as Fistrick chuckles saying, "Looks like I'm getting my work out after all."

Fistrick takes a few steps forward as Rook tells Ben, "A Class 12 Armored Mecha Suit. Have you ever dealt with one before, Ben?"

Ben shakes his head saying, "Nope. How do you beat it?"

Rook tells Ben with some begging in it, "Me? You could try Alien X." Ben growls annoyed telling Rook, "Stop it." Suddenly, red dots appear on them."Run!"

Fistrick shoots missiles at them as the heroes start running until one of them hits close enough as they are flung away as Fistrick is impressed with the power as he exclaims, "Whoa! I love it!" He then starts walking towards them to finish off the heroes. Rook then uses his Proto-Tool by using the Auto Turret feature as it shoots energy bullets at Fistrick, it works, but the Megawatts in the jars are freaking out.

"Rook, stop! You might hit the Megawatts!"

Rook nods grimly, "If we cannot fight back, that does tend to make our job more difficult."

That pretty much ruled out most of the jutsu he could have used. Even using his strength to shatter if could hurt the little guys.

"Oh, we can fight. We just have to take him down without hurting them." Rook nods saying, "That will not be easy."

"Alright Omnitrix. Give me something I can use." He slams it down, as he suddenly turns into a brand New Alien! This new alien form was a large, bulky, reddish-brown alien with rocky skin, a giant mouth and a molten lava planet core at the center of his body. He has tan feet with three toes each, three fingers and one thumb for each hand, black shorts with green stripes and a green belt with white stripes and the Omnitrix symbol on his forehead.

 _This is a Galilean from the planet Keplorr. This species can control gravity to manipulate the weight and motions of objects. They can also make matter or energy orbit around their bodies as well as manipulate their own gravity to levitate._

 _'Oh I am so loving this_.' Ben thought.

"You can presto-chango all you want, I'm still gonna squash you like a bug!" Fisttricks attempt to charge and hit him was rendered useless as a silverish-blue aura radiated from him stopping Fisttrick in his tracks and flinging him back.

 **"Ben a while since I've gotten a new alien with such a useful new ability. I think I'll call this one Graviton."** Once more with a wave of his hand he sends Fisttrick crashing, using the force of his power to keep him pinned. "Rook. Quickly."

His partner nodded as he moved to quickly free the Megawatts. With his power draining quickly from each Megawatt removed Fisttrick tried one last ditch effort.

This causes missiles from the suit to fire at Graviton. Graviton swore letting go of his hold. That damn moron didn't realize the missiles would have exploded on him because of the gravity field he had up. Forced to drop the field so the Megawatts wouldn't be caught up in the blast he quickly retracted his limbs and used gravity powers to spin the missiles as he realizes he has his own orbit, thus he's like a living planet! ' _That was a bit too close. I don't know the durability of this alien.'_

Fistrick freaks out inside the suit as Graviton pulls the now failing suit into his orbit. Then Fistrick is flung onto a crate along with missiles redirected at the enemy as they explode. After its done, Fistrick climbs out of the suit and weakly says, "Bro."

Graviton changes back to his human persona. "Well that was a thing."

"And that is how your usual missions go?"

"More or less."

The Plumbers were called in as they took away Fistrick and his minions as Rook brings the Proto-TRUK to their location by the controls on his glove.

Ben turned his attention to the freed Megawatts. "Hey, how would you little guys like to use your powers all you want without being forced into it?" He believes he might have just found an answer to Underworld's power generating issue.


	3. Trouble Helix!

Warrior of the Omnitrix X: Omniverse

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BenxHarem

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Author's Note

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No Blukic and Driba. Fuck those characters and the writers who thought they were funny and wasted good writing time on them.

Cooper is such a much better character anyway.

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Story Start

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Sitting at a booth in a café sat a young Asian woman with shoulder length raven hair. Her features also consisted of a fair skin complexion with a yellowish tan and honey-brown eyes. Her outfit consisted of a black tank-top which she wore under a black short sleeve shoulder less top and white skirt over a pair of black pants with black tenni-shoes.

She was currently reading the paper with her right hand while her other hand was carefully stroking a mass of black and green curled up on her lap like a cat.

"Hey Jules!" The greeting drew her attention.

 _"Naren_ …" A smile graced her feet as she stood up and the little mass jumped from her lap. Julie Yamamoto threw her arms around the neck of her boyfriend. "Missed you. " she leaned up and placed a tender kiss on her lips.

"Peaches…" he voiced the flavor of her new lip gloss.

"Is that all you can say after all this time?" She then took notice of his guest.

"Who's your friend there?" She was curious. He was obviously alien, but nthing she had encountered for.

"Julie, this is my new partner Blonko Rook, Rook, this is my girlfriend Julie Yamamoto."

"It is nice to meet you Miss Yamamoto. I have read many stories about the original alien force."

"Nice to meet you Rook." She turned her attention to Ben. "So Gwen and Eunice are already gone?"

"They told me to give you their best. You're back for a while right?"

"For the time being I'm back and what better way to catch up then help save the world for old time's sake. Speaking of catch up."

 **"Ship! Ship! Ship ship!"** Ship had slithered its way up and sat upon Ben's head.

"Nice to see you too Ship. Have you been keeping Julie out of trouble?"

 **"Ship! Ship Ship!** " it enthusiastically recounted.

"You know the deal." Julie said grabbing Ben's arm and waving Rook over. "Tell me everything."

A smile graced Ben's face. This harkened back to their pen pals day. To which Ben began to recount his latest exploits.

The past few days had been wonderful for the couple. They had spent the last two days discussing the experiences they had been dealing with and were already making up plans for lost time.

In fact Julie was currently at Ben's apartment browsing through his computer. She loved rifling through the bios he made of his enemies and the notes he had of their abilities and such. Julie absolutely loved reading and that's when she caught something that caught her interest. A name of an enemy he never talked about.

"I am afraid I do not know this Malmare." Julie had thought that surely Rook would know as it wouldn't be like Ben not to warn them about dangerous past adversaries. Specter being an example of a dangerous enemy that could come and had come back the same with Vilgax.

"Maybe Magister Tennyson knows?" Rook asked as Julie nods, the two heading off as they passed a training area, where they heard explosions.

"Hhm it appears the power of these blasters need to be regulated. Stun is still the equivalent of blast." Cooper noted to himself.

The training dummy being used was a humanoid being made of a dark violet crystal with dark red-violet spiked crystals coming out of his back and a horn-like crystal out of his forehead, a yellow-green eye shining with the Omnitrix symbol on his chest and wearing a simple black and white gi-like outfit.

Much of the recent combat data and information had come thanks to Ben usage of the Omnitrix giving the milky way based sector invaluable knowledge and experience dealing with the various alien species that was inside the Omnitrix.

Chromastone rolled his eye at this as Rook and Julie went on ahead, unaware of a figure sneaking around the corner.

In the main kitchen, Max was cooking up something as the Plumber helpers were relaxing; Alan was reading a book about cars, Helen was tinkering with some sort of desk while Manny was working out with a dumbbell he brought with.

"Hey Mr. Tennyson, think you can ask you something?" Julie asked as Max shrugs as he continued to cook.

"What's up, you two?" Max asked as Rook cleared his throat, making sure he was sure about asking.

"Do you know…about someone called 'Malware'?" Rook asked as the figure, Khyber, heard this and snuck ahead, a smirk on his face as he knew this would be a good distraction as he went into a near-by console and began to type away, getting into the files.

Max's response, meanwhile, was of shock as he looked up as a frown formed. "I haven't heard that name in years. Where did you learn about it?"

"I noticed it was reference in Ben's database." While Julie understood Ben's desire of having a non-infamous identity she wondered if it was wise to wait too long before included Rook in the loop. "He hasn't mentioned this enemy to me and its not like him."

"Well, the food is done anyway. Sit down, I'll tell you about him…well, what I can anyway." Max said as he looked up calmly. "It was a few years ago."

* * *

Galvan Prime.

At the highly advanced planet, Azmuth, creator of the Omnitrix and wisest mind in three galaxies was working on a complicated device with a younger Galvan, who wore a simple white and black outfit of his own, and a large female squid-humanoid wearing red armor.

" **Azmuth!** " Ben said as he came inside, looking down at them. " **I need to talk with you."**

"Come back at a later time, Tennyson." Azmuth said, not even looking up as the younger Galvan glared at the taller human.

"Indeed. Now leave, human." He said as a growl escaped from the lips of the smoky skinned alien with multiple appendages.

 **"No, we're talking now. I've been stuck like this for two weeks now! This is ridiculous! Unless you want someone like Vilgax to come along and make off with your Omnitrix you'll fix it now!"**

Max and Gwen finally caught up, their attempts to keep Ben docile less than satisfactory. "He's right Azmuth. If he's mode lock any longer it'll only be a matter of time until one of his enemies defeat him."

"Uugh, the least you could have done is sanitize yourself Tennyson." Myaxx remarked, his stench offended her senses.

 **"I would if Water didn't set me on FIRE!** " The snarl rumbling from the blond indicated he was reaching his limit.

Azmuth sighed, muttering something about 'minor annoyances' as he came up and began to mess with the symbol on his chest. "Not so easy figuring out the complexities huh 'mister master of the Omnitrix?' Azmuth asked as Naren narrowed his eyes at him.

The all too familiar beeping sound of the Omnitrix echoed and the form finally dissipated.

Naren quickly revered to his Ben form. "Finally." He then replied, "Can you even really hold me at fault when one of my enemies was responsible for glitching it out?" Well he supposed he should be happy he was normal. "Sorry Azmuth, I do appreciate you fixing me."

Ben was startled when Gwen suddenly hugged him, considering she refused to come within twenty feet of him the past two weeks.

"Glad to have you back."

"I'm…I'm going to go stretch my legs. I feel…a bit off." Ben said as he realized the mode lock left him drained. "I'll help you." Gwen pulled one his arms over her shoulder and began leading him out.

"Azmuth there's something I want to talk with you about." Max insisted.

"Myaxx, you go keep an eye on them." Azmuth said as Myaxx just rolled her eyes but went after the two teenagers anyway as Azmuth looked up at Max curiously.

* * *

Galvan Pond Lakes.

A Galvan in dark green armor was on patrol at this time, looking around before he heard something and pointed a gun into the bushes of a near-by pond. "Who goes there?" He asked as a groaning sound is heard.

 **"Ugh…s-SO…you want to…A-ATTACK -attack me?"** A faint voice asked, his voice file sounding glitched as a yellow glow came from the bush as a thin figure began to come out, growling out.

"it-it's you! The Sub-species! Get back!" The Galvan said in panic as the creature grabbed him with a vice grip, hissing as his messed up eye glared down as his armor began to fall apart, as it began to glow into the black force that grabbed him..

 **"I AM N-NOT A SUB-SPECIES!"** He roared in anger as he threw the Galvan aside, his armor now ashen and broken, before wings grew on his back and flew forward, roaring out. "AZMUTH!"

"And that is what going on." Azmuth said, working on what looked like a little pyramid as Max nods, understanding as the sound of explosions are heard as he saw a creature clawing through near-by buildings, roaring out as he landed in front of the building.

"I take it that's your guest?" Max asked as Azmuth frowned, not liking this.

"AZMUTH!" the creature roared out as Ben and Gwen looked up from the other room. Upon reflex Ben activated the Omnitrix and assumed the all too familiar form of Feedback.

He landed down below where the creature was. The creature was that of a Black and yellow Galvanic Mechamorph with a body akin to a robotic skeleton, with the markings making the look of a skeleton and looking very, very thin. He hissed as he says, " **Co-CON-Conductoid? Here? Y-You must be B-B-BE-EN -Ben X."**

"Look I don't know what your issue is, but I won't hurt you if you decide to peacefully give up." The response he got was the creature charging him.

Dodging he began seeping power from a nearby building shooting a blast of energy forward, the impact blasted the Mechamorph. A roar of pain escaped its lips as it crackled.

He creature responded by turning its hands into power tools and going on the attack. The creature's sudden onslaught and speed was enough to catch up and out speed his maneuverability slashing the Conductoid. Its hand impacted the signal and timed out the Omnitrix.

Ben retreated from the creature's grasp. As he readied for its attack it seemed to lose interest in him and charged to where the others were at.

"AZMUTH!" He roared as he came in, glaring at them. " **Wh-here is my up-up-UPGRADE Azmuth?"**

"Malware, I need more time. Please." Azmuth said, trying to sound calm for the creature who just roared out, smashing a nearby table in anger.

 **"No! N-NO MORE! Y-You have had en-enough t-time! I-I wa-ant my upgrades N-NOW Azmuth!** " Malware, demanded in his glitched tone as the younger Galvan just chuckled a bit as Azmuth gave him a look.

"Please. The First thinker has more important things to do than help you, monster. The Secondary Helix is here, but Azmuth would need more time to work on it. In fact, that is why I was asked to help him." He said, as Malware looked at the device as his eye glowed a bit.

 **"G-GIVE IT TO ME!"** He demanded as Azmuth frowned, shaking his head.

"I cannot do that Malware. It is incomplete." Azmuth said solemnly as Malware just growled in anger as he roared out.

 **"No-Nothing but E-EXCUSES! YOU!"** Malware said as he grabbed the younger Galvan before picking up the device, that looked akin to a small pyramid, with him as wings came out. "Y-You are coming wi-with m-m-ME." He took the young Galvan with him as Azmuth gave a frown.

"Care to drop the 411 on your buddy?" Ben asked as Azmuth sighed, his eyes downcast with a look of guilt.

"That was Maleware…you could say he's my…'son' if you would." Azmuth said as he motioned them along, leading them down a corridor as he, Myaxx and the Tennysons went to a ship.

"You see, many years ago, about…200 earth years you could say, Azmuth and I went to a planet called Galvan B, the moon of this planet." Myaxx explained. "We went to Galvan B and started a planet-wide experiment. The lack of atmosphere and no sentient life made it ideal. Anyway, we created an artificial environment from scratch using a new machine I called the 'Evolutionary Helix'. But…something interesting happened."

"When it was activated, life was almost instantaneous. We created a breathable atmosphere, plants and many things that come with an inhabitable planet. But something odd happened: We created Life, a fully sentient species. They were like children at first, but the Galvan taught them many things and in within days, they created a civilization." Myaxx explained further as they went to the dock bay.

"It was a great success…and a terrible failure…you see, when I turned off the Helix to recharge a couple years ago, a new Mechamorph formed…he was incomplete. I wished to help him as I felt responsible for his creation and he saw me as a father-figure, so I tried to work on it. But then the conflict with Vilgax occurred and it made things more difficult."

"I see, that explains your connection and your sense of responsibility."

* * *

Everyone was motioned onto the ship. "Where are we going?" Gwen asked as Myaxx put on a code on the module as she looked at her.

"We're going to Galvan B. That's where Malware is. From there, we can help Azmuth's student from his fate." Myaxx said as the others nod as the ship went into hyper drive to get there quickly.

The Ship landed as the group came off, as Gwen gave a horrified gasp at what she saw as Max was wide eyed, while Myaxx whispered, "By the Brightest star…" Around them were Galvanic Mechamorphs, all of them frozen and appeared to be shut down, ashen and gray like statues.

"The Mechamorphs? Is there any life left in them? Ben asked in concern as Azmuth checked and sighed in relief.

"It's not too late to help them. Gwen, you and Myaxx must aid me in this. Max, you and Ben go on ahead." Azmuth said as the other two women nod as they went to work.

At a tower, the young Galvan was at work as Malware growled along as he says, "F-F-Finish the H-H-HELIX, small one."

"My name is Albedo, you oaf. And you're just lucky that I'm as smart as Azmuth to get this infernal device working. So if you could calm down, I will get too it." Albedo said flatly as he continued his work as Malware's eye narrowed.

"M-Mention how smart you are again, and I-I will en-en-end you." Malware said, his voice still faintly glitchy as he groaned a bit, as Albedo cringed at this.

"And here I thought Windows XP had issues." A voice said drawing Malware's attention, causing him to hiss in anger.

"G-GET OUT! This is my-my right! I deserve this upgrade!" Malware said as he blasted at Ben who dodged out of the way.

"You're a reckless fool Malware. If you had exhibited some patience you would be getting the help you need. But instead you take your rage out on the others of your kind without any need to."

"THEY WERE HIS PERFECT CREATIONS! WHY WASTE TIME ON THE DEFECTIVE WHEN HE HAD THEM!" Malware roared in fury, as his attacks continued to miss, unaware that he was being baited.

"HEY UGLY! EAT THIS!"

Malware turned and got a faceful of energy as he was sent flying by Max's blaster, who was glaring as he was wearing a metallic arm cover and a scouter-like device over his eye, a high-tech blaster in hand.

Malware groaned as he rubbed his head as Ben charged forward, launched him with a punch beyond the power of any human. While Ben kept him busy Max went to Albedo, who was finishing up something. "I need to finish this uplink. If I don't, then this place will come down on top of us…and destroy the moon while it's at it." He had a hidden smirk as he put a chip into it. With this Malware would be dealt with once and for all.

Albedo backed up as the helix glowed a dark red, as did the entire compound as Malware tussled with Ben.

 **"At la-last! I'll be C-C-CURED!** " Malware said as he grabbed onto two poles and yelled out as he felt the energy go into him.

Albedo smirked as he says, "Tricked ya, you oaf." As the red energy went into Malware, making him scream out in pain as there was a bright flash of light as a large smoke cloud came into the area, a beam of light filling the sky.

Azmuth, after fixing the Mechamorph, frowned as he glared. "Albedo…" he whispered, angry.

"Okay, that's one way to take care of a homicidal alien."

"Of course I was able to defeat such a simpleton. With my intellect it was rather simple to redirect the energy flow." Albedo said rather smugly. This didn't last long as as a dark chuckle is heard.

 **"Well…this is an interesting development. Not only do I feel stronger…but I do feel like…I'm above the other Mechamorphs."** A dark voice said Albedo's eyes shrank in horror as he saw something come out of the shadows, chuckling darkly.

Before them was a 6 foot tall Galvanic Mechamorph with dark red circuits all over him with a circular robotic eye that was glowing dark red and a much more muscular form with clawed hands and feet and a dark orange and yellow star under his eye, which was glowing.

"OK…so you're now like the other Mechamorphs, you can go now." Albedo said as Malware only chuckled, looking around calmly.

" **I am nothing like them now…I am more than they are now. And now…now I shall become the strongest in the universe. Azmuth thought of me flawed…but in the end, I am the strongest there is. But my body isn't 100% full…I think I know what can fix that.** " Malware looked at Ben's arm, who noticed where he was looking and glared.

"As always it comes back to the Trix. Alright then Malware you want it, come and take it." Ben said as he slammed down, making him glow and change into a humanoid, tan-yellow skin with lighter yellow skin on his chest and under arm area and feet, with a pair of black pants with white stripes on them. He also had multiple eyes covering all over his upper body except for his face, which was a fanged mouth and two very large bat-like ears.

 **"An Opticoid, hmm? Interesting choice…** " Malware said as his arm extended as he took Max's blaster as it fused into him. "But as you can see, not as impressive as me. The other Mechamorphs can update other's tech…but it only makes me stronger." Suddenly the jetpack he stole came out of his back, taking the form of jagged bat-wings as he flew forward, firing away as the Opticoid fired back, the two clashing beams as Max and Albedo went to find cover.

Malware flew down as the Opticoid jumped up with a roar, firing more lasers from two eyes on his palms, sending Malware down as he growled back. The two jumped at each other as they grappled, as he threw the multiple-eyed being into a wall, making him groan as Malware chortled as he aimed his cannon arm into the ceiling and fired, releasing a burst of energy as rubble fell on top of Opticoid, who slammed down on his belt buckle, where the Omnitrix symbol was at, as Malware chuckled.

 **"It appears he has perished…** " Malware chuckled as Max was standing there, enraged before the rubble shifted to reveal Diamondhead, who was smirking.

"Game over Malware. Time to finish this." Diamondhead said as he ran forward with a yell, slamming his crystallized fist against Malware's face, making him yell out at this as Diamondhead grabbed him and threw him at the helix, denting it a bit as he charged forward.

"Ugh…" Malware said as he grappled with Diamondhead, head butting him as he threw him at a wall, making him yell out as Malware flew forward, roaring out as he shoved Diamondhead into a wall as he gripped the Omnitrix symbol on his chest. " **I shall take this…WHAT?!** " He then realized that the crystal was covering it as Diamondhead smirked.

 **"I know what Mechamorphs can do Malware and one of those things being an inability to absorb minerals."** Diamondhead grabbed Malware's torso, coating his body with crystal as he grunts, standing up as he lifted Malware over his head as Malware yelled out.

 **"This is not the end, Tennyson! When I get out of here, I shall have my-"** Malware was frozen in a crystal prison before he could finish as Diamondhead set him down.

"Good going sport."

Diamondhead transitioned back into Ben just in time for the others to arrive.

Azmuth arrived as the elder Galvan looked towards the frozen Malware as he looked down with sadness.

"I…apologize that you had to clean up one of my mistakes for once Ben. Despite his actions Malware was just a child and my responsibility." Azmuth said as Ben looked at him.

"Think you can…you know…still fix him?" Ben wondered as Azmuth sighed. He couldn't help but feel that if not for the unfortunate condition of his birth maybe Malware would not have turned out so twisted.

"I do not know…he will be sent to a place where he can do little harm while I fix the problems my…student has created." He said, giving Albedo a frown, as he looked to the side at this. "We will bring you back to Galvan Prime to be sent home. Myaxx, take Malware."

Myaxx nods as she picks up the red and black Mechamorph as they headed out, Gwen looked at Ben with concern before looking at Max, who just nods as they headed out.

"And that was that. Malware was sent somewhere while Azmuth tried to get it fixed. That was the first time we met Malware." Max said with a sigh as he says, "And I am assuming some of you know who Albedo is?"

"Yeah I think Ben mentioned him a few times." Alan spoke up.

"He was that guy that looked like his clone right? The galvan with the knock off Omnitrix." Manny added.

"But what makes this Malware any more personal then say Vilgax, Kevin, or Aggregor? From the sounds of things he was taken out easily enough."

"The reason why is…personal. It has to deal with personal secrets that only a few close to him know. If you wish for the full story he has to be the one to tell you." Max said as he got the bowls out and put the soup in.

"And what of Feedback? I have never seen Ben use that transformation." Rook said as Max paused as a sigh came out, looking to the side.

"Its connected to the incident. Like I said when he tells you that's when you'll know." Max said as Rook nods as they all looked concerned.

Outside, Khyber had overheard everything as he continued to hack into the files and nods. "That was…quite illuminating. Now…to copy Helix and 'Ben Tennyson' files…no secret will be safe now." Khyber smirked, as only he knew something that was missing from their tale…something that was told to him many years ago.

Ship on route to a prison planet.

Two Galvan pilots were driving a large ship where the crystalized Malware was trapped until the door as it blew off, making them turn in shock as the guards were sent back by a dark purple pulse of lightning.

"You Galvan are quite clever…and I use the term loosely." Said a sophisticated voice said as a purple blast sent the other Galvan into a wall, making them cry out in pain as they were on the ground, in pain as the sound of scattering feet went to the machine and blasted the crystal, shattering it as Malware panted.

"Who…who are you?" Malware asked as he looked in front of him and went wide eyed. "You…"

Standing before him was a 5 foot tall, large-headed crab with four, spidery legs, a dark blue shell with dark red stripes on his face, with his right claw being larger than his left one with a red stripe going onto his larger claw, and having violet eyes and feelers on his face in the form of a short mustache and what looks like a cybernetic trident attached to the base of his forehead.

"I, my boy, am Dr. Psychobos. And we have much to discuss." Psychobos said as he put a claw out as Malware looked at him curiously.


End file.
